Winston Zhao remembers his first aeroplane trip, to the United States, 18 years ago. Although a university lecturer and 31 years of age, he says he felt like an innocent mainlander seeing the world for the first time. 'The stewardess asked me what I wanted to drink,' he said, recalling May 18, 1985, the day he boarded a United Airlines jumbo leaving China. 'I said 'Coke'. It was the only American drink I knew. She jokingly replied, 'How much can you pay?' I only had US$100 on me, so I handed it to her. 'Oh, what a big note!' she said, handing the money back to me. 'Here, the Coke is on me.'' That flight not only opened Mr Zhao's eyes to air travel; it was the beginning of a journey that led to many successes, as a law student at Duke University, as a mergers and acquisitions lawyer on Wall Street, and as a top lawyer and partner at a major US law firm in Shanghai, where he has a reputation for leading efforts to reform the mainland's state-owned enterprises. Mr Zhao, 49, has helped tobacco conglomerate Philip Morris establish manufacturing and distribution joint ventures throughout China and aided its food subsidiary, Kraft, in setting up factories in Beijing, Guangzhou and Tianjin. And as partner-in-charge of Jones Day's office in Shanghai, he helped Wuhan's Dongfeng Motors form a US$2 billion joint venture this year with Japan's Nissan Motors in a pact likely to position Dongfeng as a future global player. The deal, completed in May, is the single largest merger and acquisition in the mainland auto market, involving more than 20 lawyers from Jones Day and taking more than a year to negotiate. The deal was historic in more ways than one. It was the first time a large state-owned enterprise had hired a foreign law firm to complete a merger and acquisition deal. It also was the largest investment by a Japanese company in China. Led by Mr Zhao, lawyers from Jones Day's offices in Los Angeles, Cleveland, Dallas, Washington, D.C., Tokyo and Taipei helped complete the deal. 'From Dongfeng's point of view, it has reached the global stage through this type of corporate restructuring,' Mr Zhao said. 'By using China's market potential and combining it with Nissan's strong research and development capabilities, Dongfeng stands to be a future global competitor.' Mr Zhao has come a long way since he entered Duke University's law school in Durham, North Carolina, in 1985. Although the Shanghai-born native studied English for more than 10 years, he remembers it took some adjusting to understand his teachers and classmates, not to mention legal terminology. But in 1988, he was among five mainland Chinese students graduating with a doctorate in jurisprudence. It was also then that Mr Zhao had his first taste of American law. Having attended Duke on full scholarships, paid for by Duke or other private institutions in the US, he and four other mainlanders were supposed to return to China immediately upon graduation. None of the five wanted to leave, so they took their problem to the dean, arguing that they should be able to stay long enough to take the bar exam in the US. They won their case - on the condition they secured internships. Mr Zhao earned his stripes at Coudert Brothers in New York, passed the bar exam in the states of New York and New Jersey, and was hired as a full member of the legal staff. Diligence coupled with luck have been constants in Mr Zhao's life. Because his father - a senior official in the Shanghai offices of the Ministry of Water Resources - came from a land-owning family, the Red Guards denounced him as a 'black element' in 1970 and forced him to relocate to the country. Mr Zhao's father and mother, a kindergarten principal, moved to Anhui, from where they moved, after the Cultural Revolution, to Hangzhou. His father died in 1983 and his mother continues to live in Hangzhou. Having studied subjects on his own because of the closure of most schools during the tumultuous decade that started in 1966, Mr Zhao was ripe for formal schooling by 1976, when, at 22, he passed the entrance exam for Fudan University, where he studied international relations. Fortune smiled again in 1989. After the bloody crushing of the student uprising in Tiananmen Square, former president George Bush granted all mainland students in the US extended visas to 2004. Just a few years out of law school, Mr Zhao was serving a coterie of multinational clients. One was News Corp, the Australia-based media conglomerate that was then beginning its buying spree in the US. By the 1990s, though he was already earning a substantial income he started feeling Asia's pull. 'I decided I wanted to leave the US and go to Hong Kong,' he said. 'My family objected and so did all my friends. 'Everyone wants to come here, but you want to go back there,' they said to me. 'Plus your income is already in the top bracket of the US. Why?' I replied, 'This isn't my home. I'm only a visitor here.'' One incident he still remembers - which, he says, 'caused quite a stir at Coudert Brothers' - was being robbed by two men on the doorstep of his apartment in Queens. With two officers, Mr Zhao gave chase until the pair were caught. He testified against the men before a grand jury. 'No one thought that a Chinese would stand up in such a way,' he said. 'Most Chinese don't want trouble.' Having impressed his superiors with his hard work, not to mention his courage and bull-headedness, he was granted his wish to be relocated to Hong Kong. The price for joining Coudert's Hong Kong office, as a junior lawyer, was sacrificing his chances of gaining a US passport and green card. But Mr Zhao didn't think twice: Asia was beckoning and he yearned to be near home, even though at that time - in 1991 - virtually no mainland Chinese living in the US wanted to return, even to Hong Kong, which was starting the countdown to the handover and smarting from the wounds left by the June 4 uprising two years earlier. Mr Zhao didn't stay long at Coudert in Hong Kong. He soon took up a post at rival Clifford Chance, as an assistant solicitor, and began representing major US multinationals as they searched for joint-venture partners in China. Clifford Chance then asked whether he wanted to be posted back home to Shanghai, an offer he couldn't refuse. 'Lifestyle-wise, no, but career-wise, yes,' Mr Zhao said when he responded to the proposal. 'I'm a career man. So 'yes' I want to go.' In 1996 he and his wife, Zhang Huixiu, returned to Shanghai, which, after more than four decades of Marxist revolutionary rule, was about to embark on the fast track to economic development. With two former Shanghai mayors - Jiang Zemin and Zhu Rongji - running the nation, the city was enjoying a resurgence of investment and bursting with opportunity. Aided by Mr Zhao, Clifford Chance's Shanghai operations grew several times over by 1999. In the same year, he joined Jones Day's office in Shanghai, and as a partner Mr Zhao helped build up a portfolio of more than 70 multinational clients and a dozen mainland clients, chief among them Dongfeng Motors. Despite the lure of lucre associated with mega deals, he said his real love was pro-bono work, and teaching, at Shanghai Normal University and at his alma mater, Fudan. 'I tried to teach the Chinese law students to think as international lawyers by using the Socratic method to analyse real Chinese cases,' he said. 'I didn't gain any financial benefits, but I felt it was worthwhile. I felt I was contributing to society. I was satisfied I felt I was able to teach students, the future lawyers of China.' Mr Zhao believes he is helping shape China's legal system, which has been criticised for having loopholes and being open to corruption. 'I feel I am playing an important role in helping China become more competitive and helping Chinese companies seek the best among global partners,' Mr Zhao said, adding it was important for international standards and transparency to be the norm, not the exception. 'As a client once said to me, I am a cultural ambassador.' 'I believe it was the right thing to come back,' he added, 'as someone who helps China open up further, and foreign companies to come into China. I am not only a lawyer, but a bridge between China and the outside world. I am mediating between the two and it is a role I enjoy.'
